United States securities and exchange commission logo
March 30, 2022
J. Abbott R. Cooper
Managing Member
Driver Management Company LLC
250 Park Avenue
7th Floor
New York, NY 10177
Re: Codorus Valley
Bancorp, Inc.
PREN14A filed by
Driver Management Company LLC et al.
Filed March 21,
2022
File No. 000-15536
Dear Mr. Cooper:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
PREN14A filed March 21, 2022
Letter to Shareholders, page 2
1. We note the statement
on page 2 that the Company was forced to charge of the loan
related to the Ferrari.
Please clarify.
Preliminary Proxy Statement, page 5
2. On page 5, please
change the wording of items 2 through 4, and/or the sentence that
precedes the list of
items, so as to avoid the impression that you are seeking authority to
vote in favor of
Proposals 2 through 4.
Important, page 6
3. On page 7, we note the
following statement: Remember, you can vote for our three (3)
J. Abbott R. Cooper
FirstName LastNameJ. Abbott LLC
R. Cooper
Driver Management Company
Comapany
March NameDriver Management Company LLC
30, 2022
March2 30, 2022 Page 2
Page
FirstName LastName
Nominees only on our WHITE proxy card. Please change the statement
so that it refers
to two Nominees. Please do the same on page 29.
Reasons for the Solicitation, page 9
4. On page 9, there is a reference to a 0.46% return on average assets
recorded by the
Company for the fourth quarter of 2022. Please correct the
reference to 2022, or advise.
Proposal 1, Election of Directors, page 14
5. On page 17, we note the disclosure related to substitute
nominee(s). Please confirm that
in the event you select a substitute nominee prior to the Annual
Meeting, you will file an
amended proxy statement that (1) identifies the substitute nominee,
(2) discloses whether
the nominee has consented to being named in the revised proxy
statement and to serve if
elected and (3) includes disclosure required by Items 5(b) and 7 of
Schedule 14A with
respect to the nominee.
Voting and Proxy Procedures, page 20
6. We note the statement at the bottom of page 20 indicating that broker
non-votes will be
counted for purposes of establishing a quorum. This conflicts with the
disclosure in the
Company s proxy statement. Please revise, or, alternatively, please
provide the legal basis
for your conclusion that broker non-votes will be entitled to be cast
and therefore counted
for purposes of a quorum under Pennsylvania law.
7. On page 21, please correct the reference to our executive
compensation so that it refers
to the Company s executive compensation.
Certain Additional Information, page 25
8. Please advise us if the participants plan on distributing their proxy
statement before the
registrant distributes its proxy statement. Given that the planned
reliance on Rule 14a-
5(c) is impermissible at any time before the registrant distributes
its proxy statement, the
participants will accept all legal risk in connection with
distributing the initial definitive
proxy statement without all required disclosures. Please confirm the
participants
understand their obligation to subsequently provide any omitted
information in a
supplement in order to mitigate that risk to the extent it arises in
the context of this
solicitation.
9. The disclosure on page 25 states that information regarding persons
who beneficially own
more than 5% of shares can be found on Schedule II, but Schedule II
discloses only the
ownership of the Company s directors and officers. Please revise to
include information
on the beneficial owners of more than 5%. Please see Item 6(d) of
Schedule 14A.
Form of Proxy, page 30
10. We note on the form of proxy the following statement: There is no
assurance that any of
J. Abbott R. Cooper
Driver Management Company LLC
March 30, 2022
Page 3
the candidates who have been nominated by the Company will serve as
directors if
Driver s Nominees are elected. However, none of the Company s
candidates could serve
as directors if Driver s Nominees are elected, as the Driver
Nominees would fill all of the
Board seats up for election at the 2022 Annual Meeting. To avoid
confusion, please
remove or revise.
General
11. We note that you have filed your preliminary proxy materials under the
EDGAR header
tag of PREN14A. This header tag is to be used for proxy
statements filed by non-
management but not for contested solicitations, where the EDGAR header
tag
PREC14A should be used. Please keep this in mind for future
reference. Please also
ensure that your revised proxy materials are filed under the EDGAR
header tag
PRRN14A.
12. Please do not use capitalized terms without defining them.
Accordingly, please provide a
definition for Driver Management.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
FirstName LastNameJ. Abbott R. Cooper Sincerely,
Comapany NameDriver Management Company LLC
Division of
Corporation Finance
March 30, 2022 Page 3 Office of Mergers
and Acquisitions
FirstName LastName